Contract analysis

I. Executive Summary This memorandum outlines the process, timeline, key terms, and strategic considerations for procuring a buy-side representations and warranties ("R&W") insurance policy in connection with Solara Digital Infrastructure LP's proposed acquisition of Meridian FleetWorks, Inc. ("MFW" or the "Target"). The transaction contemplates a stock purchase of one hundred percent (100%) of the issued and outstan

II. Background and Transaction Summary A. The Buyer Solara Digital Infrastructure LP is a Delaware limited partnership (EIN 82-4710368) with its principal offices located at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara is a private equity sponsor focused on technology-enabled services and digital infrastructure businesses, with approximately $4.2 billion in committed capital across three institu

III. Rationale for R&W Insurance The procurement of buy-side R&W insurance in connection with the Transaction is warranted by several considerations, each of which is discussed below. Standard Practice in PE-Sponsored Acquisitions. The use of R&W insurance has become standard practice in private equity-sponsored acquisitions, particularly in the middle market. R&W insurance is consistent with Solara's established dea

IV. Broker Selection and Engagement A. Trident Peak Insurance Brokers Inc. Solara has engaged Trident Peak Insurance Brokers Inc. ("Trident Peak") to serve as the R&W insurance broker for this placement. Trident Peak's principal office is located at 55 East Monroe Street, Suite 3100, Chicago, Illinois 60603. The account executive assigned to the Project Trident engagement is Megan Forsythe. Trident Peak is a national

V. Prospective Carrier — Atlas Meridian Underwriters Ltd. Atlas Meridian Underwriters Ltd. ("Atlas Meridian") has been identified as the leading prospective carrier for the R&W policy. Atlas Meridian is organized under the laws of Bermuda and is domiciled in Hamilton, Bermuda. Its U.S. offices are located at 140 Broadway, 30th Floor, New York, New York 10005. Atlas Meridian is an experienced R&W insurance underwriter

VI. Proposed Policy Terms A. Policy Type The R&W policy will be structured as a buy-side representations and warranties insurance policy. A buy-side policy is issued directly to the buyer (or its acquisition vehicle) and provides coverage for losses arising from breaches of the sellers' representations and warranties in the SPA. Unlike a sell-side policy, which is issued to the sellers and indemnifies the sellers for

VII. Anticipated Exclusions and Carve-Outs A. Standard Market Exclusions R&W insurance policies are subject to certain standard exclusions that are common across the market and are not typically subject to negotiation. The following standard exclusions are anticipated for the Project Trident policy: (a) Fraud or Intentional Misrepresentation by the Insured: The policy will not cover losses arising from fraud or inten

1. IP Assignment Gaps Our preliminary diligence has identified three former independent contractors who were engaged by MFW during the 2015–2016 period and who may not have executed intellectual property assignment agreements covering their contributions to the MFW platform. The contractors in question were engaged to perform software development work during the early stages of the MFW platform build-out, and their c

2. Sales Tax Exposure Whitmore Sandoval Group LLC's preliminary quality-of-earnings and tax analysis has identified potential sales tax nexus in six to eight states where MFW has not been collecting or remitting SaaS sales tax. The estimated aggregate exposure for uncollected sales tax, plus interest and penalties, is in the range of $800,000 to $1,400,000. MFW has historically treated its SaaS subscription revenue a

3. TerraLink Logistics Change-of-Control Consent The strategic partnership agreement between MFW and TerraLink Logistics, Inc., dated March 15, 2022 (the "TerraLink Agreement"), includes a provision requiring the prior written consent of TerraLink for any change of control of MFW. The TerraLink Agreement represents approximately $3,800,000 in ARR, constituting approximately 6.1% of MFW's total ARR, and has a term run

4. Independent Contractor Classification MFW currently utilizes approximately 25 independent contractors in its product development function. Preliminary diligence has raised questions regarding the classification of certain of these individuals under federal and state employment laws, including the Internal Revenue Code, the Fair Labor Standards Act, and applicable state worker classification statutes (including Cal

5. Data Privacy Compliance MFW's platform processes fleet GPS location data and driver-behavior data (including speed, hard braking events, acceleration patterns, and idling time) on behalf of its customers. The processing of such data raises compliance questions under a number of state and federal privacy and data protection laws, including the Illinois Biometric Information Privacy Act ("BIPA"), the California Cons

VIII. Interaction with SPA Indemnification and Escrow A. SPA Indemnification Framework (Anticipated) The draft Stock Purchase Agreement, which is being prepared by Calderwood & Harkness on the buyer's standard form, will include a comprehensive indemnification article. The indemnification provisions are expected to be structured as follows: (a) General Representations — Seller Indemnification Cap: The sellers' aggreg

IX. Underwriting Process and Requirements A. Underwriting Submissions Trident Peak will prepare and submit the Non-Binding Indication ("NBI") package to Atlas Meridian and any other prospective carriers that are approached during the placement process. The NBI package is the carrier's initial underwriting submission and typically includes the following materials: (a) A transaction summary and structure overview, incl

X. Timeline and Key Milestones The following table sets forth the anticipated timeline and key milestones for the R&W insurance procurement process in connection with Project Trident: Timeline Notes. The above timeline is aggressive given the compressed period between the present date and the March 31, 2026 SPA execution target. The buyer's diligence completion deadline of March 15, 2026 is a critical gating item, as

XI. Cost Allocation and Budgeting